Act 047 of 1920 : Imperial Bank of India Act, 1920

Schedule I

Schedule 1

(See section 8.)

Part I.

Business which the Bank is authorised to carry on and transact.

The Bank is authorised to carry on and transact the several kinds of business hereinafter specified, namely:-

(a) the advancing and lending money, and opening cash-credits upon the security of-

(i) stocks, funds and securities (other than immoveable property) in which a trustee is authorised to invest trust money by any Act of Parliament ¹[of the United Kingdom] or by any ²[Indian ³[Pakistan] or Burman Law] ⁴[* * *] any securities of ⁵[a Provincial Government, the Government of Burma] or the Government of Ceylon ⁶[and shares of the Reserve Bank of India];

(ii) such securities issued by State-aided railways as have been notified by the Governor General in Council under section 36 of the Presidency Banks Act, 1876 (XI of 1876), or may be notified by him under this Act in that behalf;

(iii) debentures or other securities for money issued under the authority of ⁷[any Central Act or any Act of a Legislature established in a Province or India or Pakistan or in Burma] by, or on behalf of, a district board ⁸[or a municipal board or committee or with the sanction of the Governor General in Council, debentures or other securities for money issued under the authority of ⁷[the Government of any State which has acceded to India or Pakistan or of any other Indian State]];

⁹[(iiia) subject to such directions as may be issued by the Central Board, debentures of companies with limited liability whether registered in India or elsewhere;]

(iv) goods which, or the documents of title to which, are deposited with, or assigned to, the Bant as security for such advances, loans or credits;

¹⁰[(iva) goods which are hypothecated to the Bank as security for such advances, loans or credits, if so authorised by special directions of the Central Board;]

(v) accepted bills of exchange and promissory notes endorsed by the payees and joint and several promissory notes of two or more persons or firms unconnected with each other in general partnership; and

(vi) fully paid shares ¹¹[* * *] of companies with limited liability, or immoveable property or documents of title relating thereto as collateral security only where the original security is one of those specified in sub-clauses (i) to (iv), and if ¹²[subject to such directions as may be issued by the Central Board], where the original security is of the kind specified in sub-clause (v);

¹³[* * *];

(b) the selling and realisation of the proceeds of sale of any such promissory notes, debentures, stock-receipts, bonds, annuities, stock, shares, securities or goods which, or the documents of title to which, have been deposited with, or ¹⁴[pledged, hypothecated, assigned or, transferred to], the Bank as security for such advances, loans or credits, or which are held by the Bank or over which the Bank is entitled to any lien or charge in respect of any such loan or advance or credit or any debt or claim of the Bank, and which have not been redeemed in due time in accordance with the terms and conditions (if any) of such deposit ¹⁵[pledge, hypothecation, assignment or transfer];

(c) the advancing and lending money to Courts of Wards upon the security of estates in their charge or under their superintendence and the realisation of such advances or loans and any interest due thereon, provided that no such advance or loan shall be made without the previous sanction of the Local Government concerned, and that the period for which any such advance or loan is made shall not exceed ¹⁶[nine months in the case of advances or loans relating to the financing of seasonal agricultural operations or six months in other cases];

(d) the drawing, accepting, discounting, buying and selling of bills of exchange and other negotiable securities ¹⁷[* * *];

(e) the investing of the funds of the Bank upon any of the securities specified in sub-clauses (i) to (iii) of clause (a) and converting the same into money when required, and altering, converting and transposing such investments for or into others of the investments above specified;

(f) the making, issuing and circulating of bank-post-bills and letters of credit ¹⁸[* * *], to order or otherwise than to the bearer on demand;

(g) the buying and selling of gold and silver whether coined or uncoined;

(h) the receiving of deposits and keeping cash accounts on such terms as may bp agreed on;

(i) the acceptance of the charge of plate, jewels, title-deeds or other valuable goods on such terms as may be agreed on;

(j) the selling and realising of all property, whether moveable or immoveable, which may in any way come into the possession of the Bank in satisfaction or part satisfaction of any of its claims:

¹⁹[and the acquisition and holding of, and generally the dealing with, any right, title or interest in any property, moveable or immoveable, which may be the Bank's security for any loan or advance, or may be connected with any such security]

(k) the transacting of pecuniary agency business on commission:

[and the entering into of contracts of indemnity, suretyship or guarantee with specific security or otherwise]

(l) ²⁰[the administration of estates for any purpose whether as an executor, trustee or otherwise] and the acting as agent on commission in the transaction of the following kinds of business, namely;-

(i) the buying, selling, transferring and taking charge of any securities or any shares in any public Company;

(ii) the receiving of the proceeds whether principal, interest or dividends, of any securities or shares;

(iii) the remittance of such proceeds ²¹[* * *] by public or private bills of exchange, payable either in India or elsewhere;

(m) the drawing of bills of exchange and the granting of letters of credit payable cut of India, ²²[* * *];

(n) the buying, ²³[* * *], of bills of exchange payable out of India, at any usance not exceeding ²⁴[nine months in the case of bills relating to the financing of seasonal agricultural operations or six months in other cases];

(o) the borrowing of money ²⁵[* * *] for the purposes of the Bank's business, and the giving of security for money so Borrowed by pledging assets or otherwise;

²⁶[(p) the subsidizing from time to, time of the pension funds of the Presidency Banks; and]

(q) generally, the doing of all such matters and things as may be incidental or subsidiary to the transacting of the various kinds of business ²⁷[including foreign, exchange business] hereinfore specified.

Part II.

Business which the Bank is not authorised to carry out or transact.

The Bank shall not transact any kind of banking business other than those specified in Part I and in particular-

(1) It shall not make any loan or advance-

(a) for a longer period than six months ²⁸[except as provided in clause (c) and clause (n) of Part I], or

(b) upon the security of stock or shares of the Bank, or

(c) save in the case of the estates specified in clause (c) of Part I, upon mortgage or in any other manner upon the security of any immoveable property, or the documents of title relating thereto.

(2) The Bank shall not (except upon a security of the kind specified in sub-clauses (i) to (iv) of clause (a) of Part I) discount bills for any individual or partnership-firm for an amount exceeding in the whole at any one time such sum as may be prescribed, or lend or advance in any way to, any individual or partnership-firm an amount exceeding in the whole at any one time such sum as may be so prescribed.

(3) The Bank shall not discount or buy, or advance and lend, or open cash-credits on the security of, any negotiable instrument of any individual or partnership-firm, payable in the town or at the place where it is presented for discount, which does not carry on it the several responsibilities of at least two persons or firms unconnected with each other in general partnership.

(4) The Bank shall not discount or buy, or advance and lend or open cash-credits on the security of any negotiable security ²⁹[(not being a security in which a trustee may invest trust money under Section 20 of the Indian Trusts Act, 1882) ³⁰[or the corresponding provisions for the time being in force in Burma]] having at the date of the proposed transaction a longer period to run than ³¹[nine months if a bill drawn for the purpose of financing seasonal agricultural operations and six months in other cases] or, if drawn after sight, drawn for a longer period than ³¹[nine months if a bill drawn for the purpose of financing seasonal agricultural operations and six months in other cases]:

Provided that nothing in this Part shall be deemed to prevent the Bank from allowing any person who keeps an account with the Bank to overdraw such account, without security, to such extent as may be prescribed.

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Prior to Amendment by Act 3 of 1934, Schedule read as:

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(See section 8.)

Part I.

Business which the Bank is authorised to carry on and transact.

The Bank is authorised to carry on and transact the several kinds of business hereinafter specified, namely:-

(a) the advancing and lending money, and opening cash-credits upon the security of-

(i) stocks, funds and securities (other than immoveable property) in which a trustee is authorised to invest trust money by any Act of Parliament or by any Act of the Governor General in Council and any securities of a Local Government or the Government of Ceylon;

(ii) such securities issued by State-aided railways as have been notified by the Governor General in Council under section 36 of the Presidency Banks Act, 1876 (XI of 1876), or may be notified by him under this Act in that behalf;

(iii) debentures or other securities for money issued under the authority of any Act of a legislature established in British India by, or on behalf of, a district board;

(iv) goods which, or the documents of title to which, are deposited with, or assigned to, the Bant as security for such advances, loans or credits;

(v) accepted bills of exchange and promissory notes endorsed by the payees and joint and several promissory notes of two or more persons or firms unconnected with each other in general partnership; and

(vi) fully paid shares and debentures of companies with limited liability, or immoveable property or documents of title relating thereto as collateral security only where the original security is one of those specified in sub-clauses (i) to (iv), and if so authorised by any general or special directions of the Central Board, where the original security is of the kind specified in sub-clause (v);

Provided that such advances and loans may be made, if the Central Board thinks fit, to the Secretary of State for India in Council, without any specific security;

(b) the selling and realisation of the proceeds of sale of any such promissory notes, debentures, stock-receipts, bonds, annuities, stock, shares, securities or goods which, or the documents of title to which, have been deposited with, or assigned to, the Bank as security for such advances, loans or credits, or which are held by the Bank or over which the Bank is entitled to any lien or charge in respect of any such loan or advance or credit or any debt or claim of the Bank, and which have not been redeemed in due time in accordance with the terms and conditions (if any) of such deposit or assignment;

(c) the advancing and lending money to Courts of Wards upon the security of estates in their charge or under their superintendence and the realisation of such advances or loans and any interest due thereon, provided that no such advance or loan shall be made without the previous sanction of the Local Government concerned, and that the period for which any such advance or loan is made shall not exceed six months;

(d) the drawing, accepting, discounting, buying and selling of bills of exchange and other negotiable securities payable in India, or in Ceylon; and, subject to the general or special directions of the Governor General in Council, the discounting, buying and selling of bills of exchange, payable outside India, for and from or to such Banks as the Governor General in Council may approve in that behalf;

(e) the investing of the funds of the Bank upon any of the securities specified in sub-clauses (i) to (iii) of clause (a) and converting the same into money when required, and altering, converting and transposing such investments for or into others of the investments above specified;

(f) the making, issuing and circulating of bank-post-bills and letters of credit made payable in India, or in Ceylon, to order or otherwise than to the bearer on demand;

(g) the buying and selling of gold and silver whether coined or uncoined;

(h) the receiving of deposits and keeping cash accounts on such terms as may bp agreed on;

(i) the acceptance of the charge of plate, jewels, title-deeds or other valuable goods on such terms as may be agreed on;

(j) the selling and realising of all property, whether moveable or immoveable, which may in any way come into the possession of the Bank in satisfaction or part satisfaction of any of its claims;

(k) the transacting of pecuniary agency business on commission;

(l) the acting as administrator, executor or trustee for the purpose of winding up estates and the acting as agent on commission in the transaction of the following kinds of business, namely;-

(i) the buying, selling, transferring and taking charge of any securities or any shares in any public Company;

(ii) the receiving of the proceeds whether principal, interest or dividends, of any securities or shares;

(iii) the remittance of such proceeds at the risk of the principal by public or private bills of exchange, payable either in India or elsewhere;

(m) the drawing of bills of exchange and the granting of letters of credit payable cut of India, for the use of principals for the purpose of the remittances mentioned in clause (l) and also for private constituents for bonâ fide personal needs;

(n) the buying, for the purpose of meeting such bills or letters of credit, of bills of exchange payable out of India, at any usance not exceeding six months;

(o) the borrowing of money in India for the purposes of the Bank's business, and the giving of security for money so Borrowed by pledging assets or otherwise;

(p) the borrowing of money in England for the purposes of Bank's business upon the security of assets of the Bank, but not otherwise; and

(q) generally, the doing of all such matters and things as may be incidental or subsidiary to the transacting of the various kinds of business hereinfore specified.

Part II.

Business which the Bank is not authorised to carry out or transact.

The Bank shall not transact any kind of banking business other than those specified in Part I and in particular-

(1) It shall not make any loan or advance-

(a) for a longer period than six months, or

(b) upon the security of stock or shares of the Bank, or

(c) save in the case of the estates specified in clause (c) of Part I, upon mortgage or in any other manner upon the security of any immoveable property, or the documents of title relating thereto.

(2) The Bank shall not (except upon a security of the kind specified in sub-clauses (i) to (iv) of clause (a) of Part I) discount bills for any individual or partnership-firm for an amount exceeding in the whole at any one time such sum as may be prescribed, or lend or advance in any way to, any individual or partnership-firm an amount exceeding in the whole at any one time such sum as may be so prescribed.

(3) The Bank shall not discount or buy, or advance and lend, or open cash-credits on the security of, any negotiable instrument of any individual or partnership-firm, payable in the town or at the place where it is presented for discount, which does not carry on it the several responsibilities of at least two persons or firms unconnected with each other in general partnership.

(4) The Bank shall not discount or buy, or advance and lend or open cash-credits on the security of any negotiable security having at the date of the proposed transaction a longer period to run than six months or, if drawn after sight, drawn for a longer period than six months:

Provided that nothing in this Part shall be deemed to prevent the Bank from allowing any person who keeps an account with the Bank to overdraw such account, without security, to such extent as may be prescribed.

Schedule 2

Schedule 2

Regulations of the Bank.

(See section 22.)

1. Share certificates.- Every person whose name is entered as a share-holder in the register of shareholders shall, without payment, be entitled to a certificate under the common seal of the Bank or if the certificate relates to shares registered in a branch register under the official seal of the Bank specifying the share or shares held by him and the amount paid up thereon: Provided that, in respect of a share or shares held jointly by several persons, the Bank shall not be hound to issue more than one certificate, and delivery of a certificate for a share to one of several joint-holders shall be sufficient delivery to all.

Lien.

2. Bank's lien on shares.- The Bank shall have a lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Bank shall also have a lien on all shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Bank. The Bank's lien, if any, on a share shall also extend to all dividends payable thereon.

3. Power to sell for default.- The Bank may sell, in such, manner, as it thinks fit any shares on which it has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or to the person entitled by reason of his death or insolvency to the share.

4. Disposal of proceeds of sales.- The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable, as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. The purchaser shall be registered as the holder of the shares, and he shall not be bound to see to the application of the purchase-money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Calls on Shares.

5. Calls.- The Bank may, from time to time, make calls upon the shareholders in respect of any moneys unpaid on their shares, provided that no call shall exceed one-fourth of the nominal amount of the share, or be payable at less than two months from the last call; and each shareholder shall (subject to receiving at least two months' notice specifying the time or times of payments) pay to the Bank at the time or times so specified the amount called on his shares.

6. Liability of joint holders.- The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

7. Liability to pay interest on unpaid salls.- If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of ten per sent, per annum from the day appointed for the payment thereof to the time of the actual payment, but the Central Board shall be at liberty to waive payment of that interest wholly or in part.

Transfer and transmission of Shares.

8. Execution of transfers.- The instrument of transfer of any share in the Bank shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of shareholders in respect thereof.

9. Form of transfers.- Shares in the Bank shall be transferred in the following Form, or in any usual or common Form which the ¹[Bank] shall approve:-

I, A, B of ……………, in consideration of the sum of rupees …………… paid to me by CD of …………… (hereinafter called "the said transferee") do hereby transfer to the said transferee the share [or shares] numbered …………… in the Imperial Bank of India to hold unto the said transferee, his executor, administrators and assigns, subject to the several conditions on which I held the same at the time of the execution thereof, and I, the said transferee, do hereby agree to take the said share [or shares] subject to the conditions aforesaid.

As witness our hands the …………… day of

Witness to the signature of, etc.

10. Power to decline to register transfers.- The Bank may decline to register any transfer of shares, not being fully paid shares, to a person of whom it does not approve, and may also decline to register any transfer of shares on which the Bank has a lien ²[or any transfer of shares to any person who is a minor or has been found by a Court of competent jurisdiction to be of unsound mind or to or in the name of any firm]. The Bank may also suspend the registration of transfers for any period during which it has under the provisions of this Act directed that the registers shall be closed.

The Bank may decline to recognise any instrument of transfer unless-

(a) a fee not exceeding two rupees is paid to the Bank in respect thereof; and

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Bank may reasonably require to show the right of the transferor to make the transfer.

³[11. Deceased shareholders.- The executors or administrators of a deceased sole holder of a share, the holder of a succession certificate issued under Part X of the Indian Succession Act, 1925 (XXXIX of 1925), in respect of the share, and a person in whose favour a valid instrument of transfer of the share was executed by the deceased holder during his lifetime, shall be the only persons who may be recognised by the Bank as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor and, on the death of the last survivor, his executors or administrators or any person who is the holder of a succession certificate in respect of such survivor's interests in the share, and a person in whose favour a valid instrument of transfer of the share was executed by such survivor during his lifetime, shall be the only persons who may be recognised by the Bank as having any title to the share.]

12. Death or insolvency of shareholders.- Any person becoming entitled to a share in consequence of the death or insolvency of a shareholder ⁴[or in consequence of a transfer by a deceased shareholder during his lifetime] shall, upon such evidence being produced as may be required by the Bank, have the right ⁵[subject to the provisions of regulation 10] either to be registered as a shareholder in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or insolvent person could have made; ⁶[* * *].

13. Rights of persons acquiring shares on death or Insolvency of shareholder.- Any person becoming entitled to a share in consequence of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which no would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a shareholder in respect of the share, be entitled in respect of it to exercise any right conferred on a shareholder in relation to meetings of the Bank.

Forfeiture of Shares.

14. Failure to pay call.- If a shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Central Board may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

15. Form of proxies.- The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

16. Forfeiture of shares.- If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Central Board to that effect.

17. Disposal of forfeited shares.- A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Central Board thinks fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Central Board thinks fit.

18. Liability of shareholders after forfeiture.- A person whose shares have been forfeited shall case to be a shareholder in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Bank all moneys which, at the date of forfeiture, were presently payable by him to the Bank in respect of the shares, but his liability shall case if and when the Bank receives payment in full of the nominal amount of the shares.

Alteration of Capital.

19. Power to incrcase or reduce capital.- The shareholders of the Bank may, by special resolution ⁷[* * *], incrcase or ⁸[with the previous sanction of the Governor General in Council] reduce the capital of the Bank:

Provided that no such special resolution shall be deemed to have been passed, unless at least one third in number of the shareholders, holding at leas one-half of the paid-up capital of the Bank for the time being, be present in person or by proxy, and the majority of such shareholders have voted either by show of hands or by poll, as the case may be, in favour of the said resolution.

20. Procedure on resolution to incrcase capital.- When any such special resolution to incrcase the capital has been passed, the Central Board may, subject to the provisions of this Act and to the special directions (if any) given in reference thereto by the meeting at which such resolution has been passed-

(a) make such orders as it thinks tit for the opening of subscriptions by the shareholders towards such incrcase of capital;

(b) allow to the shareholders such period to till up the subscription as it thinks tit;

(c) direct the manner in which the shareholders shall subscribe and pay into the Bank the proportions of new capital which they may respectively desire to subscribe; and

(d) make such orders as it thinks tit for the disposal and allotment of the amount of new capital that may not be subscribed for and paid up in the manner aforesaid.

21. New shares.- Any new shares shall be subject to the same provision with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original capital.

22. Procedure on resolution to reduce capital.- When any such special resolution to reduce the capital has been passed, the Central Board may (subject as aforesaid) determine the manner in which the reduction shall be carried into effect.

Meetings of Shareholders.

23. Annual general meeting.- (1) On the first Monday of the month of August in every year, or as soon after such day as is convenient, a general meeting shall be held at such time and at such town where there is a local head office of the Bank as shall from time to time be prescribed by the Central Board, at which meeting the Central Board shall submit to the shareholders ⁹[balance-sheet] of the Bank made up to the preceding thirtieth day of June;

Provided that such general meeting shall not be held on two consecutive occasions at any one town in which there is a local head office of the Bank.

(2) A notice convening such meeting, signed by ⁹[the Managing Director or Deputy Managing Director], shall be published in the Gazette of India and in such other manner as the. Central Board may direct at least fifteen days before the meeting is held.

¹⁰[24. (2) Special meetings.- The Central Board shall convene a special meeting on the requisition of any three Directors or of not less than one hundred shareholders holding shares whether fully paid up or otherwise of the aggregate amount of not less than five hundred thousand rupees, upon which all calls or other sums due have been paid, if such requisition is signed by the requisitionists and addressed to the Managing Director or Deputy Managing Director and contains a statement of the object of the proposed meeting.

(2) The requisition may consist of several documents in like form, each signed by one or more of the requisitionists.

(3) Sixty days' previous notice of any such meeting shall be given by the Central Board under the hand of not less than three Directors, and such notice shall state the purpose for which the meeting is convened and the time and place of such meeting, and shall be advertised in the Gazotte of India and in not less than three daily newspapers, of which one shall be a newspaper published in the vernacular:

Provided that not less than three months' previous notice shall be thus given of any special meeting held for the purpose of increasing or reducing the capital of the Bank.

(4) The place of such meeting shall be the place where the head office of the Bank is situated at the time of the meeting.

(5) If a Central Board does not proceed within 21 days from the date of deposit of the requisition referred to in sub-sections (1) and (2) to cause a meeting to be called, the requisitionists, or a majority of them in value, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of deposit of the requisition.]

25. Quorum.- (1) No business shall be transacted at any meeting, whether general or special, unless a quorum of two hundred shareholders, in person or by proxy, is present at the commencement of such business.

(2) If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by shareholders not being ¹¹[Directors], shall be dissolved; in any other case, it shall stand adjourned to the same day in the following week at the same time and place, and if at such adjourned meeting a quorum is not present, those shareholders who are present shall be a quorum.

26. Decision by majority of votes.- (1) Save as is otherwise provided in this Act in regard to resolutions for the incrcase or reduction of capital or for the removal of a ¹¹[Directors], every election and every matter submitted to a meeting whether general or special, shall be decided by a majority of votes.

(2) No shareholder shall be allowed to vote at any such meeting in respect of any share acquired by transfer, unless such transfer shall have been completed and registered at least three months before the time of such meeting.

(3) No shareholder shall be entitled to vote at any meeting in respect of any shares held by him alone or jointly, whilst any call due from him alone or jointly remains unpaid.

27. Power to declare resolution carried by show of hands.- Save as otherwise provided in this. Schedule a declaration by the chairman of any meeting, that a resolution has been carried or rejected thereat upon a show of hands, shall be conclusive, and an entry to that effect in the book of proceedings of the Bank shall be sufficient evidence of that fact, without proof of the number or proportion of the votes recorded in favour of, or against, such resolution, unless, immediately on such declaration, a poll be demanded in writing by ten shareholders present and entitled to vote at such meeting.

28. Poll to be taken, if duly demanded.- If a poll be duly demanded, it shall be taken either at once or at such time and place and, save as otherwise provided in this Act, either by open voting or by ballot, as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

29. Proceedings and resolution at meetings to be binding.- The proceedings at any meeting and all resolutions and decisions of such meeting shall be valid and binding on the Bank so far as such proceedings, resolutions and decisions are consistent with the provisions of this Act.

Voles of Members.

30. Votes.- On a show of hands every shareholder present in person shall have one vote. On a poll every shareholder shall have one vote for every four shares of which lie is the holder.

31. Votes of joint-holders.- In the case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint-holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders.

32. Votes on behalf of lunatics and minors.- A shareholder of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and a shareholder who is a minor may similarly vote by his guardian and any such committee or guardian may, on a poll, vote by proxy.

33. Shareholders in default.- No shareholder shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Bank have been paid.

34. Poll.- On a poll votes may be given either personally or by proxy.

35. Form of proxies.- The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. No person shall act as a proxy unless either he is entitled on his own behalf to be present and vote at the meeting at which he acts as proxy, or he has been appointed to act at that meeting as proxy for a corporation.

36. Deposit of proxies.- The instrument appointing a proxy and the power-of-attorney or other authority (if any), Under which it is signed, or a notarially certified copy of that power or authority, ¹²[or, in the case of a power of attorney previously deposited and registered with any local head office, a certificate of the secretary of such local head office as to such deposit and registration] shall be deposited at the head office of the bank in the place where, the meeting is to be held not less than ninety-six hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

Local Meetings.

37. Annual local meeting.- A general meeting of the shareholders on a branch register shall be held once in every year at the local head office of the Bank at which the branch register is kept. It shall be held on such date as the Central Board may direct.

38. Procedure at local meeting.- The foregoing provisions of this Schedule as to the convening of general and special meetings and procedure at meetings shall, so far as may be, apply to local and special local meetings of the shareholders on a branch register;

Provided that references in the said provisions to shareholders shall be deemed to be references to shareholders on the branch register, and references to ¹³[Directors, the Managing Director or Deputy Managing Director] and the Gazette of India shall be deemed to be references, respectively, to the members of the Local Board, Secretaries and to the local official Gazette:

Provided further that ten or more shareholders holding shares to the aggregate amount of fifty thousand rupees may convene a special local meeting and that the number of shareholders to constitute a quorum and to demand a poll in the case of a local meeting shall be, respectively, twenty and five.

Qualifications and disqualifications of Governors and others.

39. (1) Qualification and disqualification of ¹⁴[Directors] and of members of Local Boards.- No person shall be qualified to serve as a ¹⁵[Director] or as a member of a Local Board who is not a holder in his own right of unencumbered shares of the Bank, to the nominal amount of ten thousand rupees at the least:

Provided that this provision shall not apply in the case of a person who is an officer of the Bank or is nominated ¹⁶[* * *] by the Governor General in Council.

(2) No person shall be qualified to serve as a ¹⁷[Director] or as a member of a Local Board-

if lie holds the office of director, provisional director, promoter, agent or manager of any joint-stock bank established or having a branch or agency in ¹⁸[any Province of India or Pakistan or in Burma], or advertised as about to be established or to have a branch or agency in ¹⁸[any Province of India or Pakistan or in Burma];

Provided that this disqualification shall not apply to any person, being a director of a joint-stock bank, Who may be nominated as a ¹⁹[India, Pakistan or Burma] of sub-section (1) of section 28; or

if he is a salaried officer of ²⁰[the Crown] not specially authorised by this Act or by the Governor General in Council to serve as a member;

¹⁹[and the office of a Director] or a member of the Local Board shall be vacated-

if the person holding it resigns his office or dies;

if he accepts or holds any other office of profit under the Bank;

if he becomes insolvent or bankrupt, or compounds with his creditors;

if he is declared lunatic, or becomes of unsound mind;

if he is absent from the Central Board or the Local Board, as the case may be, for more than six consecutive months; or

if he ceases to hold in his own right the amount of shares required to qualify him for the office.

(3) No two persons who are partners of the same mercantile firm, or are directors of the same private company, or one of whom is the general agent of, or holds a power of procuration from the other, or from a mercantile firm of which the other is a partner, shall he eligible or qualified to serve as members of the Central Board or ²¹[of the same Local Board], at the same time.

Removal of ²²[Directors] and members of Local Boards.

40. Removal of ²²[Directors].- The shareholders may, by a special resolution passed by a majority of the votes of shareholders holding in the aggregate not less than one-half of the capital, remove any ²³[Director] ²³[(other than a Director nominated by the Governor General in Council)] before the expiration of his period of office, and appoint, in his stead, a qualified person, who shall in all respects stand in his place.

41. Removal of member of Local passed.- The shareholders on a branch register may, by a special local resolution passed by the votes of shareholders holding in the aggregate not less than one-half of the capital on the branch register, remove any member of the Local Board before the expiration of his period of office, and appoint, in his stead, a qualified persons who shall in all respects stand in his place.

Meetings of Central Board.

42. Meetings of Central Board.- (1) Meetings of the Central Board shall be convened not less than once in every ²⁴[four] months by ²⁵[the Managing Director or Deputy Managing Director] and a meeting of the Central Board shall be held once at least in every year ²⁵[at each of the local head offices established at Calcutta, Bombay and Madras:

Provided that not less than four meetings shall be convened by the Managing Director or Deputy Managing Director in every year.]

(2) Any Local Board may require ²⁵[the Managing Director or Deputy Managing Director] to convene a meeting of the Central Board at any time and ²⁵[the Managing Director or Deputy Managing Director] shall forthwith convene a meeting accordingly.

(3) Four ²²[Directors] entitled to vote shall form a quorum for the transaction of business.

(4) At each meeting of the Central Board the ²²[Directors] present shall elect from among themselves a chairman for such meeting, who, if he is entitled to vote, shall have a second or easting vote in all cases of an equal division of votes.

Local Boards.

43. Term of office and number of members of Local Board.- (1) At the first general local meeting after the commencement of this Act, and at the annual general local meeting thereafter, the two members of the Local Board who have been longest in office as members thereof shall go out of office. The vacancies shall be filled by election at a general or special local meeting.

(2) Any member so retiring may be re-elected; and if any question arises as to which of the members who have been the same time in office shall retire, the question shall be decided by the Local Board by ballot.

(3) Subject to any bye-laws which may be prescribed, the number of members of any Local board may be varied by a special local resolution.

(4) Three of the members of a Local Board shall form a quorum for the transaction of business.

(5) Meetings of a Local Board shall be convened by the president, vice-president or, in their absence, the senior member of the Board, whenever he thinks fit.

44. ²⁶[(1) At the first meeting of the Local Board which takes place after the first meeting of the Central Board in each year, the Local Board shall elect from among its members a president and a vice-president and the elected Director referred to in clause (ii) of sub-section (1) of section 28. They shall continue in their respective offices until the first meeting of the Local Board after the first meeting of the Central Board in the following year, and whenever the office of president or vice-president or of such elected Director, becomes vacant, the Local Board shall at its next meeting elect a successor who shall hold office for the unexpired portion of the period for which his predecessor was appointed]

(2) The president or, in his absence, the vice-president shall be chairman at all meetings of the Local Board ²⁷[at all general or special meetings held in the town where the Local Board is established] and at all general or special local meetings:

Provided that, if both the president and vice-president be absent at any meeting, the persons present at such meeting shall elect a chairman from among ²⁸[the members of the Local Board present].

(3) The chairman shall have a second or casting vote in all cases of an equal division of votes.

45. Vacancies.- (1) Any vacancy occurring on a Local Board by the death, resignation or disqualification of any member shall be filled up by the remaining members who shall co-opt a duly qualified person to fill tin vacancy.

(2) Any member so appointed shall be considered to have held office from the date on which the member in whose place he is appointed was elected or when such member was appointed under this clause from the date on which his mediate or immediate predecessor was elected, as the case may be.

General provisions as to Central and Local Boards.

46. Proceedings of Boards not invalidated by vacancies.- No act or proceeding of the Central Board or of a Local Board shall be invalidated merely by reason of the existence of a vacancy or vacancies among its ²⁹[Directors] or members.

47. Acts of members of Boards valid notwithstanding subsequent discovery of disqualification.- All acts done by any person acting in good faith as a ³⁰[Director] or as a member of a Local Board shall be as valid as if he was a member of the Central or Local Board, as the case may be, notwithstanding it be afterwards discovered that there was some defect in his appointment or qualification.

48. Indemnity of members of Boards.- (1) Every ³⁰[Director] and every member of a Local Board shall be indemnified by the Bank against all losses and expenses incurred by him in or about the discharge of his duties, except such as happen from his own wilful act or default.

(2) A ³⁰[Director] shall not nor shall a member of a Local Board be responsible for any other Governor or member or for any officer or servant of the Bank or for any loss or expense happening to the Bank by the insufficiency or deficiency of value of, or title to, any property or security acquired or taken on behalf of the Bank, or by the insolvency, bankruptcy or wrongful not of any customer or debtor of the Bank or by anything done in the execution of the duties of Ins office or in relation thereto, or otherwise than for his own wilful act or default.

The Seats.

49. Common seal.- (1) The common seal of the Bank shall not be affixed to any instrument except in the presence of at least three ³¹[Directors] including ³¹[the Managing Director or Deputy Managing Director], who shall sign their names to the instrument in token of their presence, and such signing shall be independent of the signing of any person Who may sign the instrument as a witness. Unless so signed as aforesaid such instrument shall he of no validity.

(2) The Bank shall have for use by the Local Boards at Calcutta, Madras and Bombay, and may have for the use of other Local Boards established under this Act, official seals which shall be facsimiles of the common seal of the Bank with the addition of the name of the local head office where it is to be used.

(3) The official seal shall be affixed to the certificates issued in respect of any shares entered in the branch registers kept at those places and may be used for such other purposes as may be prescribed.

(4) An instrument to which an official seal is duly affixed shall hind the Bank as if it had been sealed with the common seal of the Bank.

(5) An official seal shall not be affixed to any instrument except in the presence of at least two members of the Local Board and the secretary ³²[or Deputy secretary] who shall sign their names to the instrument in token of their presence and such signing shall be independent of the signing of any person who may sign the instrument as a witness. Unless so signed as aforesaid such instrument shall be of no validity.

Officers of the Bank.

50. Appointment, salaries, suspension and removal of officers.- The Central Board and, subject to the provisions of this Act, the Local Boards shall have power-

(a) to appoint such officers, and servants as may be necessary to conduct the business of the Bank,

(b) to grant salaries, pensions and other emoluments to such officers and servants ³³[and to grant gratuities or other financial assistance, either temporary or permanent, to widows, children or other dependants of deceased officers or servants], and

(c) to suspend or remove any officer or servant of the Bank.

51. Accounts, receipts and documents, of Bank by whom to be signed.- The Managing ³⁴[Director and Deputy Managing Director], the secretaries and such other ³⁴[employees] of the Bank as the Central Board may authorise in this behalf by notification in the Gazette of India are hereby severally empowered, for and on behalf of the Bank, to endorse and transfer promissory notes, stock-receipts, stock-debentures shares, securities and documents of title to goods standing in the name of or held by the Bank, and to draw, accept and endorse lulls of exchange, bank post-bills, and letters of credit, in the current and authorised business of the Bank, ³⁵[* * *] to sign all other accounts, receipts and documents connected with such business ³⁶[and to execute proxies to vote at meetings on behalf of shareholders from whom the Bank holds general powers of attorney].

52. Officers forbidden to engage in other commercial business.- No Managing ³⁷[Director], secretary, inspector, manager, or accountant in the service of the Bank, and, without the previous sanction of the Board, no khazanchi, cashier or shroff in the service of the Bank and no agent, at any branch or agency of the Bank, shall engage in any other banking or commercial business, either on his own account or as agent for any other person or persons, or shall act as broker or agent for the sale or purchase of Government or other securities.

53. Security from officers.- Every person appointed to hold or act in any one or more of the said offices, and every other officer from whom the Central Board may think fit to require it shall give security to the Bank for the faithful discharge of his duty to the satisfaction of the Central Board in such amount and in such manner as it thinks proper. The security to be given as aforesaid by the person holding or acting in the office of secretary shall not be in a less amount than fifty thousand rupees.

Accounts and Dividends.

54. Books to be balanced twice a year.- (1) The Central Board shall cause the books of the Bank to be balanced on every thirty-first day of December and every thirtieth day of June.

(2) A statement of the balance at every such period, signed by a majority of the Governors shall he forthwith sent to the ³⁸[Directors] General in Council.

³⁹[(3) The statement of the balance shall contain the particulars and shall be in the form required by section 132 of the Indian Companies Act, 1913 (VII of 1913), and the provisions of that section and of section 136 of the same Act, shall apply to the Bank in like, manner as they apply to a banking company]

55. Dividends to be determined half-yearly.- (1) An account of the profits of the Bank during the previous half-year shall be taken on or immediately after every thirty-first day of December and every thirtieth day of June, and a dividend shall be made as soon thereafter as conveniently may be, and the amount of such dividend shall be determined by the Central Board.

(2) No unpaid dividend shall bear interest as against the Bank.

56. Transfer to Reserve.- The Central Board may, before declaring any dividend, set aside out of the profits of the Bank such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Central Board be applicable for meeting contingencies, or for equalising dividends, or for any other purpose to which the profits of the Bank may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Bank or be invested in any of the securities specified in sub-clauses (i) to (iii) of clause (a) of Part I of Schedule I.

57. Joint-holders.- If several persons are registered as joint-holders of any share, any one of them may give effectual receipts for any dividend payable on the share.

Audit.

58. Auditors.- (1) Three auditors shall be elected and their remuneration fixed at the annual general meeting. The auditors may be shareholders, but no ⁴⁰[Director] or member of a Local Board or other officer of the Bank shall be eligible during his continuance in office. Any auditor shall be eligible on quitting office for re-election.

(2) The first auditors of the Bank may be appointed by the Central Board before the annual general meeting and if so appointed shall hold office only until the first annual general meeting. All auditors elected under this clause shall severally be and continue to act as auditors until the first general meeting after their respective elections:

Provided that, if any casual vacancy occurs in the office of any auditor elected under this section, ⁴¹[the vacancy may be filled by the Central Board].

59. Government auditors.- Without prejudice to anything contained in the foregoing provisions, the Governor General in Council may appoint such auditors as he thinks tit to examine and report upon the accounts of the Bank.

60. Rights and duties of auditors.- (1) Every auditor shall be supplied with a copy of the half-yearly balance-sheet, and it shall be his duty to examine the same, with the accounts and vouchers relating thereto. Every auditor shall have a list delivered to him of all books kept by the Bank, and shall at all reasonable times have access to the books, accounts and other documents of the Bank, and may, at the expense of the Bank if appointed by it and at the expense of the Governor General in Council if appointed by him, employ accountants or other persons to assist him in investigating such accounts, and may, in relation to such accounts, examine ⁴²[any Director] or any member of a Local Board, or any officer of the Bank.

(2) The auditors shall make a report to the shareholders or to the Governor General in Council, as the case may be, upon the annual balance-sheet and accounts, and in every such report they shall state whether, in their opinion, the balance-sheet is a full and fair balance-sheet containing the prescribed particulars and properly drawn up so as to exhibit a true and correct view of the state of the Bank's affairs, and in case they have called for any explanation or information from the Central Board, whether it has been given and whether it is satisfactory, Any such report made to the shareholders shall be read together with the report of the Central Board at the annual general meeting:

⁴³[60A. Liquidation.- Notwithstanding anything contained in this Act or in section 271 of the Indian Companies Act, 1913 (VII of 1913), it the share-holders of the bank pass a special resolution that the bank be wound up voluntary under the provisions of the Indian Companies Act, 1913 (VII of 1913), the, Bank shall be wound up in accordance with the provisions of that Act with regard to the voluntary winding up of a company:

Provided that, for the purposes of this section, no such special resolution shall be deemed to have been passed unless at least one-third of the shareholders holding at least one-half of the paid up capital of the Bank for the time being be present in person or by proxy and a majority poll by open voting in favour of the said resolution and such resolution is thereafter confirmed by a majority of the shareholders at a subsequent special meeting held at an interval of not lees than two months or more than three months from the date of the meeting at which the resolution was first passed.]

Notices.

61. Service.- (1) A notice may be given by the Bank to any shareholder either personally or by sending it by post to him to his registered address or (if he has no registered address in ⁴⁴[any Province of India or Pakistan or in Burma]) to the address, if any, within British India ⁴⁵[or British Burma] supplied by him to the Bank for the giving of notices to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

⁴⁶[62. Absence of registered address.- A shareholder who has no registered address in ⁴⁷[India, Pakistan or Burma] and has not supplied to the Bank an address for the giving of notices to him shall not be entitled to any notice, not withstanding anything contained in this Act.]

63. Notice on joint-holders.- A notice may be given by the Bank to the joint-holders of a share by giving the notice to the joint-holder named first in the register in respect of the share.

64. Notice to legal representative.- Any notice given in accordance with the foregoing provisions shall be deemed to have been duly given notwithstanding that the shareholder be then deceased and whether or not the Bank had notice of his decease, and shall in that event be deemed to he a notice to his legal representative.

65. Service of notice on Bank.- A notice may be served on the Bank by leaving it at, or sending it by post to, any local head office of the Bank.

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Prior to Amendment by Act 3 of 1934, Schudule read as:

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Regulations of the Bank.

(See section 22.)

1. Share certificates.- Every person whose name is entered as a share-holder in the register of shareholders shall, without payment, be entitled to a certificate under the common seal of the Bank or if the certificate relates to shares registered in a branch register under the official seal of the Bank specifying the share or shares held by him and the amount paid up thereon: Provided that, in respect of a share or shares held jointly by several persons, the Bank shall not be hound to issue more than one certificate, and delivery of a certificate for a share to one of several joint-holders shall be sufficient delivery to all.

Lien.

2. Bank's lien on shares.- The Bank shall have a lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Bank shall also have a lien on all shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Bank. The Bank's lien, if any, on a share shall also extend to all dividends payable thereon.

3. Power to sell for default.- The Bank may sell, in such, manner, as it thinks fit any shares on which it has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or to the person entitled by reason of his death or insolvency to the share.

4. Disposal of proceeds of sales.- The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable, as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. The purchaser shall be registered as the holder of the shares, and he shall not be bound to see to the application of the purchase-money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Calls on Shares.

5. Calls.- The Bank may, from time to time, make calls upon the shareholders in respect of any moneys unpaid on their shares, provided that no call shall exceed one-fourth of the nominal amount of the share, or be payable at less than two months from the last call; and each shareholder shall (subject to receiving at least two months' notice specifying the time or times of payments) pay to the Bank at the time or times so specified the amount called on his shares.

6. Liability of joint holders.- The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

7. Liability to pay interest on unpaid salls.- If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of ten per sent, per annum from the day appointed for the payment thereof to the time of the actual payment, but the Central Board shall be at liberty to waive payment of that interest wholly or in part.

Transfer and transmission of Shares.

8. Execution of transfers.- The instrument of transfer of any share in the Bank shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of shareholders in respect thereof.

9. Form of transfers.- Shares in the Bank shall be transferred in the following Form, or in any usual or common Form which the Central Board shall approve:-

I, A, B of ???, in consideration of the sum of rupees ??? paid to me by CD of (hereinafter called "the said transferee") do hereby transfer to the said transferee the share [or shares] numbered in the Imperial Bank of India to hold unto the said transferee, his executor, administrators and assigns, subject to the several conditions on which I held the same at the time of the execution thereof, and I, the said transferee, do hereby agree to take the said share [or shares] subject to the conditions aforesaid.

As witness our hands the day of

Witness to the signature of, etc.

10. Power to decline to register transfers.- The Bank may decline to register any transfer of shares, not being fully paid shares, to a person of whom it does not approve, and may also decline to register any transfer of shares on which the Bank has a lien. The Bank may also suspend the registration of transfers for any period during which it has under the provisions of this Act directed that the registers shall be closed.

The Bank may decline to recognise any instrument of transfer unless-

(a) a fee not exceeding two rupees is paid to the Bank in respect thereof; and

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Bank may reasonably require to show the right of the transferor to make the transfer.

11. Deceased shareholders.- The executors or administrators of a deceased sole holder of a share shall be the only persons recognised by the Bank as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the executors or administrators of the deceased survivor, shall be the only persons recognised by the Bank as having any title to the share.

12. Death or insolvency of shareholders.- Any person becoming entitled to a share in consequence of the death or insolvency of a shareholder shall, upon such evidence being produced as may be required by the Bank, have the right either to be registered as a shareholder in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or insolvent person could have made; but the Bank shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by the deceased or insolvent person before the death or insolvency.

13. Rights of persons acquiring shares on death or Insolvency of shareholder.- Any person becoming entitled to a share in consequence of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which no would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a shareholder in respect of the share, be entitled in respect of it to exercise any right conferred on a shareholder in relation to meetings of the Bank.

Forfeiture of Shares.

14. Failure to pay call.- If a shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Central Board may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

15. Form of proxies.- The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

16. Forfeiture of shares.- If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Central Board to that effect.

17. Disposal of forfeited shares.- A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Central Board thinks fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Central Board thinks fit.

18. Liability of shareholders after forfeiture.- A person whose shares have been forfeited shall case to be a shareholder in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Bank all moneys which, at the date of forfeiture, were presently payable by him to the Bank in respect of the shares, but his liability shall case if and when the Bank receives payment in full of the nominal amount of the shares.

Alteration of Capital.

19. Power to incrcase or reduce capital.- The shareholders of the Bank may, by special resolution and with the previous sanction o; the Governor General in Council, incrcase or reduce the capital of the Bank:

Provided that no such special resolution shall be deemed to have been passed, unless at least one third in number of the shareholders, holding at leas one-half of the paid-up capital of the Bank for the time being, be present in person or by proxy, and the majority of such shareholders have voted either by show of hands or by poll, as the case may be, in favour of the said resolution.

20. Procedure on resolution to incrcase capital.- When any such special resolution to incrcase the capital has been passed, the Central Board may, subject to the provisions of this Act and to the special directions (if any) given in reference thereto by the meeting at which such resolution has been passed-

(a) make such orders as it thinks tit for the opening of subscriptions by the shareholders towards such incrcase of capital;

(b) allow to the shareholders such period to till up the subscription as it thinks tit;

(c) direct the manner in which the shareholders shall subscribe and pay into the Bank the proportions of new capital which they may respectively desire to subscribe; and

(d) make such orders as it thinks tit for the disposal and allotment of the amount of new capital that may not be subscribed for and paid up in the manner aforesaid.

21. New shares.- Any new shares shall be subject to the same provision with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original capital.

22. Procedure on resolution to reduce capital.- When any such special resolution to reduce the capital has been passed, the Central Board may (subject as aforesaid) determine the manner in which the reduction shall be carried into effect.

Meetings of Shareholders.

23. Annual general meeting.- (1) On the first Monday of the month of August in every year, or as soon after such day as is convenient, a general meeting shall be held at such time and at such town where there is a local head office of the Bank as shall from time to time be prescribed by the Central Board, at which meeting the Central Board shall submit to the shareholders a statement of the affairs of the Bank made up to the preceding thirtieth day of June;

Provided that such general meeting shall not be held on two consecutive occasions at any one town in which there is a local head office of the Bank.

(2) A notice convening such meeting, signed by a Managing Governor, shall be published in the Gazette of India and in such other manner as the. Central Board may direct at least fifteen days before the meeting is held.

24. Special meetings.- Any hundred or more shareholders holding shares to the aggregate amount of five hundred thousand rupees or any three Governors may convene a special meeting upon giving sixty days' previous notice of such meeting, and of the purpose for which the same is convened, as well to the Central Board as also by public advertisement in the Gazette of India, and in two of the English daily newspapers and one of the vernacular newspapers;

Provided that three months' previous notice shall be thus given of any special meeting held for the purpose of increasing or reducing the capital of the Bank, and shall also be addressed to every shareholder.

25. Quorum.- (1) No business shall be transacted at any meeting, whether general or special, unless a quorum of two hundred shareholders, in person or by proxy, is present at the commencement of such business.

(2) If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by shareholders not being Governors, shall be dissolved; in any other case, it shall stand adjourned to the same day in the following week at the same time and place, and if at such adjourned meeting a quorum is not present, those shareholders who are present shall be a quorum.

26. Decision by majority of votes.- (1) Save as is otherwise provided in this Act in regard to resolutions for the incrcase or reduction of capital or for the removal of a Governor, every election and every matter submitted to a meeting whether general or special, shall be decided by a majority of votes.

(2) No shareholder shall be allowed to vote at any such meeting in respect of any share acquired by transfer, unless such transfer shall have been completed and registered at least three months before the time of such meeting.

(3) No shareholder shall be entitled to vote at any meeting in respect of any shares held by him alone or jointly, whilst any call due from him alone or jointly remains unpaid.

27. Power to declare resolution carried by show of hands.- Save as otherwise provided in this. Schedule a declaration by the chairman of any meeting, that a resolution has been carried or rejected thereat upon a show of hands, shall be conclusive, and an entry to that effect in the book of proceedings of the Bank shall be sufficient evidence of that fact, without proof of the number or proportion of the votes recorded in favour of, or against, such resolution, unless, immediately on such declaration, a poll be demanded in writing by ten shareholders present and entitled to vote at such meeting.

28. Poll to be taken, if duly demanded.- If a poll be duly demanded, it shall be taken either at once or at such time and place and, save as otherwise provided in this Act, either by open voting or by ballot, as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

29. Proceedings and resolution at meetings to be binding.- The proceedings at any meeting and all resolutions and decisions of such meeting shall be valid and binding on the Bank so far as such proceedings, resolutions and decisions are consistent with the provisions of this Act.

Voles of Members.

30. Votes.- On a show of hands every shareholder present in person shall have one vote. On a poll every shareholder shall have one vote for every four shares of which lie is the holder.

31. Votes of joint-holders.- In the case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint-holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders.

32. Votes on behalf of lunatics and minors.- A shareholder of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and a shareholder who is a minor may similarly vote by his guardian and any such committee or guardian may, on a poll, vote by proxy.

33. Shareholders in default.- No shareholder shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Bank have been paid.

34. Poll.- On a poll votes may be given either personally or by proxy.

35. Form of proxies.- The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. No person shall act as a proxy unless either he is entitled on his own behalf to be present and vote at the meeting at which he acts as proxy, or he has been appointed to act at that meeting as proxy for a corporation.

36. Deposit of proxies.- The instrument appointing a proxy and the power-of-attorney or other authority (if any), Under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the head office of the bank in the place where, the meeting is to be held not less than ninety-six hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

Local Meetings.

37. Annual local meeting.- A general meeting of the shareholders on a branch register shall be held once in every year at the local head office of the Bank at which the branch register is kept. It shall be held on such date as the Central Board may direct.

38. Procedure at local meeting.- The foregoing provisions of this Schedule as to the convening of general and special meetings and procedure at meetings shall, so far as may be, apply to local and special local meetings of the shareholders on a branch register;

Provided that references in the said provisions to shareholders shall be deemed to be references to shareholders on the branch register, and references to Governors, Managing Governors and the Gazette of India shall be deemed to be references, respectively, to the members of the Local Board, Secretaries and to the local official Gazette:

Provided further that ten or more shareholders holding shares to the aggregate amount of fifty thousand rupees may convene a special local meeting and that the number of shareholders to constitute a quorum and to demand a poll in the case of a local meeting shall be, respectively, twenty and five.

Qualifications and disqualifications of Governors and others.

39. Qualification and disqualification of Governors and of members of Local Boards.- (1) No person shall be qualified to serve as a Governor or as a member of a Local Board who is not a holder in his own right of unencumbered shares of the Bank, to the nominal amount of ten thousand rupees at the least:

Provided that this provision shall not apply in the case of a person who is an officer of the Bank or is nominated or appointed by the Governor General in Council.

(2) No person shall be qualified to serve as a Governor or as a member of a Local Board-

if lie holds the office of director, provisional director, promoter, agent or manager of any joint-stock bank established or having a branch or agency in British India, or advertised as about to be established or to have a branch or agency in British India;

Provided that this disqualification shall not apply to any person, being a director of a joint-stock bank, Who may be nominated as a Governor under the provision of clause (iii) of sub-section (1) of section 28; or

if he is a salaried officer of Government not specially authorised by this Act or by the Governor General in Council to serve as a member;

and the office of a Governor a member of the Local Board shall be vacated-

if the person holding it resigns his office or dies;

if he accepts or holds any other office of profit under the Bank;

if he becomes insolvent or bankrupt, or compounds with his creditors;

if he is declared lunatic, or becomes of unsound mind;

if he is absent from the Central Board or the Local Board, as the case may be, for more than six consecutive months; or

if he ceases to hold in his own right the amount of shares required to qualify him for the office.

(3) No two persons who are partners of the same mercantile firm, or are directors of the same private company, or one of whom is the general agent of, or holds a power of procuration from the other, or from a mercantile firm of which the other is a partner, shall he eligible or qualified to serve as members of the Central Board or a Local Board or of the Central Board and a Local Board, at the same time.

Removal of Governors and members of Local Boards.

40. Removal of Governors.- The shareholders may, by a special resolution passed by a majority of the votes of shareholders holding in the aggregate not less than one-half of the capital, remove any Governor (other than a Governor nominated or appointed by the Governor General in Council) before the expiration of his period of office, and appoint, in his stead, a qualified person, who shall in all respects stand in his place.

41. Removal of member of Local passed.- The shareholders on a branch register may, by a special local resolution passed by the votes of shareholders holding in the aggregate not less than one-half of the capital on the branch register, remove any member of the Local Board before the expiration of his period of office, and appoint, in his stead, a qualified persons who shall in all respects stand in his place.

Meetings of Central Board.

42. Meetings of Central Board.- (1) Meetings of the Central Board shall be convened not less than once in every three months by a Managing Governor and a meeting of the Central Board shall be held once at least in every year at every local head office established by this Act.

(2) Any Local Board may require a Managing Governor to convene a meeting of the Central Board at any time and a Managing Governor shall forthwith convene a meeting accordingly.

(3) Pour Governors entitled to vote shall form a quorum for the transaction of business.

(4) At each meeting of the Central Board the Governors present shall elect from among themselves a chairman for such meeting, who, if he is entitled to vote, shall have a second or easting vote in all cases of an equal division of votes.

Local Boards.

43. Term of office and number of members of Local Board.- (1) At the first general local meeting after the commencement of this Act, and at the annual general local meeting thereafter, the two members of the Local Board who have been longest in office as members thereof shall go out of office. The vacancies shall be filled by election at a general or special local meeting.

(2) Any member so retiring may be re-elected; and if any question arises as to which of the members who have been the same time in office shall retire, the question shall be decided by the Local Board by ballot.

(3) Subject to any bye-laws which may be prescribed, the number of members of any Local board may be varied by a special local resolution.

(4) Three of the members of a Local Board shall form a quorum for the transaction of business.

(5) Meetings of a Local Board shall be convened by the president, vice-president or, in their absence, the senior member of the Board, whenever he thinks fit.

44. President, vice-president and chairman.- (1) At the first meeting of the Local Board in every year it shall choose a president and vice-president from among its members, and whenever the office of president or vice-president becomes vacant the Local Board shall, at its next meeting, choose a successor for the remainder of the current year;

Provided that no person shall be chosen to be president or vice-president twice in succession.

(2) The president or, in his absence, the vice-president shall be chairman at all meetings of the Local Board and at all general or special local meetings:

Provided that, if both the president and vice-president be absent at any meeting, the persons present at such meeting shall elect a chairman from among themselves.

(3) The chairman shall have a second or casting vote in all cases of an equal division of votes.

45. Vacancies.- (1) Any vacancy occurring on a Local Board by the death, resignation or disqualification of any member shall be filled up by the remaining members who shall co-opt a duly qualified person to fill tin vacancy.

(2) Any member so appointed shall be considered to have held office from the date on which the member in whose place he is appointed was elected or when such member was appointed under this clause from the date on which his mediate or immediate predecessor was elected, as the case may be.

General provisions as to Central and Local Boards.

46. Proceedings of Boards not invalidated by vacancies.- No act or proceeding of the Central Board or of a Local Board shall be invalidated merely by reason of the existence of a vacancy or vacancies among its Governors or members.

47. Acts of members of Boards valid notwithstanding subsequent discovery of disqualification.- All acts done by any person acting in good faith as a Governor or as a member of a Local Board shall be as valid as if he was a member of the Central or Local Board, as the case may be, notwithstanding it be afterwards discovered that there was some defect in his appointment or qualification.

48. Indemnity of members of Boards.- (1) Every Governor and every member of a Local Board shall be indemnified by the Bank against all losses and expenses incurred by him in or about the discharge of his duties, except such as happen from his own wilful act or default.

(2) A Governor shall not nor shall a member of a Local Board be responsible for any other Governor or member or for any officer or servant of the Bank or for any loss or expense happening to the Bank by the insufficiency or deficiency of value of, or title to, any property or security acquired or taken on behalf of the Bank, or by the insolvency, bankruptcy or wrongful not of any customer or debtor of the Bank or by anything done in the execution of the duties of Ins office or in relation thereto, or otherwise than for his own wilful act or default.

The Seats.

49. Common seal.- (1) The common seal of the Bank shall not be affixed to any instrument except in the presence of at least three Governors including a Managing Governor, who shall sign their names to the instrument in token of their presence, and such signing shall be independent of the signing of any person Who may sign the instrument as a witness. Unless so signed as aforesaid such instrument shall he of no validity.

(2) The Bank shall have for use by the Local Boards at Calcutta, Madras and Bombay, and may have for the use of other Local Boards established under this Act, official seals which shall be facsimiles of the common seal of the Bank with the addition of the name of the local head office where it is to be used.

(3) The official seal shall be affixed to the certificates issued in respect of any shares entered in the branch registers kept at those places and may be used for such other purposes as may be prescribed.

(4) An instrument to which an official seal is duly affixed shall hind the Bank as if it had been sealed with the common seal of the Bank.

(5) An official seal shall not be affixed to any instrument except in the presence of at least two members of the Local Board and the secretary who shall sign their names to the instrument in token of their presence and such signing shall be independent of the signing of any person who may sign the instrument as a witness. Unless so signed as aforesaid such instrument shall be of no validity.

Officers of the Bank.

50. Appointment, salaries, suspension and removal of officers.- The Central Board and, subject to the provisions of this Act, the Local Boards shall have power-

(a) to appoint such officers, and servants as may be necessary to conduct the business of the Bank,

(b) to grant salaries, pensions and other emoluments to such officers and servants, and

(c) to suspend or remove any officer or servant of the Bank.

51. Accounts, receipts and documents, of Bank by whom to be signed.- The Managing Governors, the secretaries and such other officers of the Bank as the Central Board may authorise in this behalf by notification in the Gazette of India are hereby severally empowered, for and on behalf of the Bank, to endorse and transfer promissory notes, stock-receipts, stock-debentures shares, securities and documents of title to goods standing in the name of or held by the Bank, and to draw, accept and endorse lulls of exchange, bank post-bills, and letters of credit, in the current and authorised business of the Bank, and to sign all other accounts, receipts and documents connected with such business.

52. Officers forbidden to engage in other commercial business.- No Managing Governor, secretary, inspector, manager, or accountant in the service of the Bank, and, without the previous sanction of the Board, no khazanchi, cashier or shroff in the service of the Bank and no agent, at any branch or agency of the Bank, shall engage in any other banking or commercial business, either on his own account or as agent for any other person or persons, or shall act as broker or agent for the sale or purchase of Government or other securities.

53. Security from officers.- Every person appointed to hold or act in any one or more of the said offices, and every other officer from whom the Central Board may think fit to require it shall give security to the Bank for the faithful discharge of his duty to the satisfaction of the Central Board in such amount and in such manner as it thinks proper. The security to be given as aforesaid by the person holding or acting in the office of secretary shall not be in a less amount than fifty thousand rupees.

Accounts and Dividends.

54. Books to be balanced twice a year.- (1) The Central Board shall cause the books of the Bank to be balanced on every thirty-first day of December and every thirtieth day of June.

(2) A statement of the balance at every such period, signed by a majority of the Governors shall he forthwith sent to the Governor General in Council.

(3) The Governor General in Council shall (so long as any such arrangement with the Secretary of State as is mentioned in section 10 is in force) be entitled to require of the Central Board any information touching the affairs of the Bank and the production of any document of the Bank, and may require the publication of such statements of its assets and liabilities at such intervals and in such form and manner as he thinks fit.

55. Dividends to be determined half-yearly.- (1) An account of the profits of the Bank during the previous half-year shall be taken on or immediately after every thirty-first day of December and every thirtieth day of June, and a dividend shall be made as soon thereafter as conveniently may be, and the amount of such dividend shall be determined by the Central Board.

(2) No unpaid dividend shall bear interest as against the Bank.

56. Transfer to Reserve.- The Central Board may, before declaring any dividend, set aside out of the profits of the Bank such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Central Board be applicable for meeting contingencies, or for equalising dividends, or for any other purpose to which the profits of the Bank may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Bank or be invested in any of the securities specified in sub-clauses (i) to (iii) of clause (a) of Part I of Schedule I.

57. Joint-holders.- If several persons are registered as joint-holders of any share, any one of them may give effectual receipts for any dividend payable on the share.

Audit.

58. Auditors.- (1) Three auditors shall be elected and their remuneration fixed at the annual general meeting. The auditors may be shareholders, but no Governor or member of a Local Board or other officer of the Bank shall be eligible during his continuance in office. Any auditor shall be eligible on quitting office for re-election.

(2) The first auditors of the Bank may be appointed by the Central Board before the annual general meeting and if so appointed shall hold office only until the first annual general meeting. All auditors elected under this clause shall severally be and continue to act as auditors until the first general meeting after their respective elections:

Provided that, if any casual vacancy occurs in the office of any auditor elected under this section, a special meeting shall be called for the purpose of supplying the same.

59. Government auditors.- Without prejudice to anything contained in the foregoing provisions, the Governor General in Council may appoint such auditors as he thinks tit to examine and report upon the accounts of the Bank.

60. Rights and duties of auditors.- (1) Every auditor shall be supplied with a copy of the half-yearly balance-sheet, and it shall be his duty to examine the same, with the accounts and vouchers relating thereto. Every auditor shall have a list delivered to him of all books kept by the Bank, and shall at all reasonable times have access to the books, accounts and other documents of the Bank, and may, at the expense of the Bank if appointed by it and at the expense of the Governor General in Council if appointed by him, employ accountants or other persons to assist him in investigating such accounts, and may, in relation to such accounts, examine any Governor or any member of a Local Board, or any officer of the Bank.

(2) The auditors shall make a report to the shareholders or to the Governor General in Council, as the case may be, upon the annual balance-sheet and accounts, and in every such report they shall state whether, in their opinion, the balance-sheet is a full and fair balance-sheet containing the prescribed particulars and properly drawn up so as to exhibit a true and correct view of the state of the Bank's affairs, and in case they have called for any explanation or information from the Central Board, whether it has been given and whether it is satisfactory, Any such report made to the shareholders shall be read together with the report of the Central Board at the annual general meeting.

Notices.

61. Service.- (1) A notice may be given by the Bank to any shareholder either personally or by sending it by post to him to his registered address or (if he has no registered address in British India) to the address, if any, within British India supplied by him to the Bank for the giving of notices to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

62. Absence of registered address.- If a shareholder has no registered address, a notice addressed to him and advertised in the Gazette of India and a daily newspaper shall be deemed to be duly given to him on the day on which the advertisement appears.

63. Notice on joint-holders.- A notice may be given by the Bank to the joint-holders of a share by giving the notice to the joint-holder named first in the register in respect of the share.

64. Notice to legal representative.- Any notice given in accordance with the foregoing provisions shall be deemed to have been duly given notwithstanding that the shareholder be then deceased and whether or not the Bank had notice of his decease, and shall in that event be deemed to he a notice to his legal representative.

65. Service of notice on Bank.- A notice may be served on the Bank by leaving it at, or sending it by post to, any local head office of the Bank.

Schedule 3

Schedule 3

Schedule III.

Enactments Repealed.

(See section 34.)

Year.	No.	Short title.
1876	XI	The Presidency Banks Act, 1876.
1879	V	The Presidency Banks Act, 1879.
1899	XX	The Presidency Banks Act, 1899.
1907	I	The Presidency Barks (Amendment) Act, 1907.
1916	VIII	The Presidency Barks (Amendment) Act, 1916.